TO THE MEMBERS OF WINSOME BREWERIES LIMITED
Report on the Standalone Ind AS Financial Statements Opinion
We have audited the accompanying standalone financial statements of WINSOME BREWERIESLIMITED ("the Company') which comprise the Balance Sheet as at March 312020 theStatementoT Profit and Loss ^including Other Comprehensive Income) the Statement ofChanges in Equity and the StatementofCash Flows for the year ended on that date and asummary of tne significant accounting policies and other explanatory information(hereinafter referred to as the standalone financial statements').
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ('Ind AS") and other accounting principles generally accepted in India ofthe state of affairs of the Company as at March 312020 Ihe Loss and total comprehensiveincome changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities fa the Audit of Ihe Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India (ICAI) together with the independencerequirements that are relevantto our auditof the standalone financial statements under theprovisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and Ihe ICAI's Code ofEthics. We believe that the audit evidence we have obtained is sufficientand appropriateto provide a basis for ourauditopinion on thestandalone financial statements.
Emphasis of Maher
We draw attention to Note No. 41 of Ihe financial statements regarding the impact ofCOVID-19 pandemic on the Company. Management is of the view that there are no reasons tobelieve that the pandemic will have any significant impact on the ability of the companyto continue as a going concern. Nevertheless the impact in sight of evolvent ent ofpandemic in future period is uncertain.
Our Opinion isnot modified in respect ofthematter.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the con text of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We do not consider any matter to be key audit matter tobe communicated in our report fa die year under audit. Information Other than theStandalone Financial Statements and Auditor's Report Thereon
The Company's Board of Directas is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Repat including Annexures to Board s Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude Ihe standalone financial statements and our auditor's report thereon.
Our opinion on the standalone financial statements does not cover theother informationand we do not express any fam of assurance conclusion thereon.
In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements a our knowledgeobtained during the course of our audit or otherwise appears to be materiallymisstated.
If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to repat that fact. We havenothing to report In this regard.
Management's Responsibility for the Stand alone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance totalcomprehensive income changes in equity and cash flows of the Company in accordance withthe Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting reoords in accordance withthe provisions of the Act fa safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and eslfrrates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively fa ensuring the accuracy and completeness of ihe accounting recordsrelevant to the preparation and presentation of the standalone financial statements thatgive a true and fair view and are free from material misstatement whether due to fraudaerror.
In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using tne going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations orhas norealistic alternative but to do so.
The Board of Directorsare responsible for overseeing theCompany's financial reportingprocess.
Auditor's Responsibilities fortheAuditof the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor erra and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee friat an audit conducted inaccordance with SAs will always detect a material misstatementwhen itexists. Misstatementscan arise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements
As part ofan audit in accadance wifri SAs weexercise professional judgment andmaintain professional scepticism throughout the audit. We also;
Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or erra design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis fa our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from erra as fraud may involvecollusion forgery Intentional omissions misrepresentations atheovemdeofintemalcontrol
Obtain an understanding of internal financial controls relevant to the audit inader to design audit procedures that are appropriate in the circumstances. Under section143(3X1) of Ihe Act we are also responsible fa expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.
Evaluate the appropriateness of accounting policies used and Ihe reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of managements use of the going concern basis ofaccounting and based on the audit evidence obtained whether a
material uncertainty exists related to events a conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor's report tothe related disclosures in Ihe standalone financial
statements or if such disclosures are inadequate to modify our opinion. Ourconclusions are based on the audit evidence obtained up to the date of ourauditor'sreport However future events or conditions maycause theCompany to cease to continueasagoing concern
Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements repre sent the underlying transactions and even tsin a manner thatachieves fairpresentation.
Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes itprobable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of ourauditworkand in evaluating the results of ourwork; and (it) to evaluate the effect ofanyidentifiedmisstatementsin the financial statements.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings includinganysignificantdeficiencies in internal control that we Identify during ouraudit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relation shipsandoth ermatters thatmayreasonably be thoughtto bear on ourindependence and where applicable related safeguards. From the matters communicated withthose charged with governance we determine those matters that were of most significancein the audit of the standalone financial statements of the current period and aretherefore me key audit matters. We describe these matters in our auditor's report unlesslaw or regulation precludes public disclosure about me matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becauseme adverse consequences of doing so would reasonably be expected to outweigh me publicinterestbenefits of such communication.
Report on Other Legal and Regulatory Requirements
1 As required by me Companies (Auditor's Report) Order 2016 (the Order') issuedby me Central Government in terms of Section 143(11) of me Act we give in 'Annexure P astatement on me matters specified in paragraphs 3and4ofthe Order.
2. As required by Section 143(3) of me Act based on our auditwe report that:
a) We have sought and obtained all me information and explanations which to me best ofour knowledge and belief were necessary for me purposes of our audit.
b) In ouropinion proper books of accountasrequiredbylawhave been kept by theCompany sofar asitappears from our examination of those books.
c) The Balance Sheet me Statementof Profit and Loss including Other ComprehensiveIncome Statement of Changes in Equity and me Statementof Cash Row dealtwith by mis Reportare in agreementwith me relevant books of account.
d) In ouropinion me aforesaid standalone financial statements comply with me Ind ASspecified under Section 133 of me Act read with Rule 7 of theCompanies (Accounts) Rules2014.
e) On me basis of me written representations received from me directors as on March312020 taken on record by me Board of Directors none of the directors is disqualifiedason March 312020 from being appointed as a director in terms of Section 164 (2) of meAct.
0 With respect to me adequacy of me internal financial controls over financialreporting of me Company and the operating effectiveness of such controls refer to ourseparate Report in Annexure II". Our report expresses an unmodified opinion onme adequacy and operating effectiveness of me Company's internal financial controls overfinancial reporting.
g) With respectto me other matters to be included in me Auditor's Report in accordancewith me requirements of section 197( 16) of me Act as amended:
In ouropinion and to me best of our information and according to me explanations givento us me remuneration paid by me Company to its directors during me year is in accordancewith me provisions of section 197 oftheAct.
h) With respect to me other matters to be included in me Auditor's Report in accordancewith Rule 11 of me Companies (Audit and Auditors) Rules 2014 as amended in our opinionand to me best of our information and according to me explanations given to us:
i. The Company has disclosed me Impact of pending litigations on its financial positionin its standalone financial statements Refer note 33 to me financial statements.
II. The Company has made provision as required under me applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts.
iii. There has been no delay in transferring amounts required to be transferred to meInvestor Education and Protection Fund by me Company.
| ||For APAS & CO |
| ||CHARTERED ACCOUNTANTS |
| ||Firm Regn. No. 000340C |
|PLACE: New Delhi ||( RAJEEV RANJAN ) |
|DATED : 30.06.2020 ||(PARTNER) |
| ||( M No. 535395) |
| ||UDIN: 20535395AAAABU6422 |
ANNEXURE-1 TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to In paragraph 1 under Report on Other Legal and Regulatory Requirements'section of our report of even date)
I) In respect of its fi xed assets:
a) The company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
b) As explained to us fixed assets have been physically verified by the management ina phased periodical manner which in our opinion is reasonable having regard to the sizeof the Company and nature of its assets. As informed to us no material discrepancies werenoticed on such physical verification.
c) Tide deeds In respect of all immovable properties are held in thenameof the company.
ii) (a) As explained to us physical verification has been conducted by the managementat reasonable intervals in respectof finished goods stores spare parts and rawmaterials.
b) In our opinion the procedures of physical verification of inventory followed by themanagement are reasonable and adequate in relation to the size of the company and thenature ofits business. Weare explained lhatno material discrepancies have been noticed onphysical verification.
iii) As informed to us the company has not granted any loans secured or unsecured tocompanies firms Limited Liability Partnerships or other parties covered in the registermaintained under section 189ofiheCompaniesAct2013
iv) According to the information and explanations given to us Ihe company has compliedwith the provisions of Section 185 and 186 wherever applicable in respect ofloans givenand investments madeby the company. We areinlbrm ed that thecompanyhasnot provided anyguarantee or security during the year.
v) According to the information and explanations given to us the company hasnotaccepted any deposits in termsof the directives issued by the Reserve Bank of Indiaand lheprovisionsofsections73to 76 or any other retevantprovisionsoftheCompaniesAct2013andthe rules framed Ihere under.
vi) The Central Government has prescribed the maintenance of cost records undersub-section (I) of section 148 of the Companies Act in respect of certain Companies. Wehave broadly reviewed such records and are of theopinion that prescribed accountsandrecords have been maintained.
vi) a) As per information and explanations given to us the company is regular indepositing undisputed statutory dues including provident lund employees' state insuranceincome-tax service tax goods and service tax duty of customs duty of excise valueadded tax cess and any other statutory dues with the appropriate authorities. As informedto us there are no outstanding statutory dues in arrears as at the last day of thefinancial year concerned for a period of more than six months from the date they becamepayable b) We have been informed thatfollowing disputed demandshave notbeen deposited onaccount of pending appeals:
|Nature of the dues ||Amount of Demand (Rs) ||Amount Paid under Protest (Rs.) ||Balance Amount(Rs) ||Porum where appeal is pending |
|State Exdseduty ||30.50 ||0.00 ||30.50 ||Revenue Board |
|State Excise duty ||1.25 ||0.93 ||0.32 ||Honorable High Court of Rajasthan |
|Service Tax ||0.46 ||0.05 ||0.41 ||Assistant Commissioner of Central Excise (Appeals) |
|Income Tax ||7.29 ||0.00 ||7.29 ||Commissioner of Income Tax (Appeals). Kolkata |
|Service Tax ||0.90 ||0.09 ||0.81 ||Assistant Commissioner of Central Excise (Appeals) |
|Service Tax ||2970.43 ||184.07 ||2786.36 ||CESTAT. New Delhi |
viii) Based on our audit procedures and on the basis of information and explanationsgiven to usby the management we are of the opinion that there is no default in repaymentof loans or borrowings to the financial institutions and banks as at the year end. Thereare no loans from Government and the company has not issued any debentures.
lx) The company hasnot raised any money during die year by way of term loans andinitial or further public offer.
x) Based upon the audit procedures performed and Information and explanations given bythe management we report that no fraud by the Company or on Ihe company by its officersor employees has been noticed or reported during Ihe course of ouraudit for the year ended31.03.2020.
xi) According to information and explanations given to us the Company has not paid anymanagerial remuneration during the year requiring approvals asper provisions of section197 read with Schedule Vof the Companies Act 2013.
xii) The provisions of clause (xii) of the Order are not applicable as the company isnot a Nidhi Company as specified in the clause.
xiii) According to information and explanations given to us we are of the opinion thatall related party transactions are in compliance with the Section 177 and 188ofCompaniesAct 2013. Necessary disdosureshasbeen made in the financial statementsasrequired by theapplicableaccountng Standards.
xiv) According to information and explanations given to us the company has not made anypreferential allotment or private placement of shares or debentures during the year.
xv) According to information and explanations given to us he Company has not enteredInto any non-cash transaction with the director or any person connected with him duringthe year.
xvi) In our opinion in view ofits business activities the company isnolrequired toberegistered undersection45IAof Reserve Bank of India Act 1934.
| ||For APAS & CO |
| ||CHARTERED ACCOUNTANTS |
| ||Firm Kegn. No. 000340C |
|PLACE: New Delhi ||( RAJEEV RAN)AN ) |
|DATED: 30.06.2020 ||(PARTNER) |
| ||(M No. 535395) |
| ||IJDIN:20535395AAAAB(I6422 |
ANNEXURE- II TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 2(f) under Report on Other Legal and Regulatory Requirements'section of our report of even date)
We have audited the internal financial controls over financial reporting of WINSOMEBREWERIES LIMITED ("the Company') asof 31st March 2020 In conjunction with our auditof the standalone Ind AS financial statements of the Company for the year ended onthatdate.
Management's Responsibilityforlnternal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities indudethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the Guidance Note') and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance aboutwhether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects. Our audit involves performingprocedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on fire assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error. We believethatthe audit evidence l/we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the Company's internal financial controls system over financialreporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. Acompany's internal financial control over financialreporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions arerecorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors ofthe company; and
(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of fie internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions orthatthe degree of compliance with the policies or procedures may deteriorate
In our opinion the company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 st March 2020 based on theinternal control over financial reporting criteria established by the company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting* issued by the Institute of CharteredAccountants of India.
| ||For APAS & CO |
| ||CHARTERED ACCOUNTANTS |
| ||Firm Regn. No. 000340C |
| || |
|PLACE: New Delhi ||(RAJEEVRANJAN) |
|DATED: 30.06.2020 ||(PARTNER) |
| ||(MNo.535395) |
| ||UDIN: 20535395AAAABU6422 |